STOCK OPTION AGREEMENT (PROMUS)
STOCK OPTION AGREEMENT, dated as of September 1, 1997 (the
"Agreement"), between PROMUS HOTEL CORPORATION, a Delaware corporation (the
"Grantee"), and DOUBLETREE CORPORATION, a Delaware corporation (the
"Grantor").
WHEREAS, the Grantee, Parent Holding Corp., a Delaware corporation
("Parent"), and the Grantor are entering into an Agreement and Plan of
Merger, dated as of the date hereof (the "Merger Agreement"), which provides,
among other things, for the merger (the "Doubletree Merger") of a subsidiary
of Parent with and into the Grantor and the merger (the "Promus Merger") of
another subsidiary of Parent with and into the Grantee, such that the Grantor
and the Grantee will become wholly-owned subsidiaries of Parent and the
stockholders of the Grantor and the Grantee will become stockholders of
Parent (the Doubletree Merger and the Promus Merger collectively, the
"Mergers");
WHEREAS, pursuant to a Stock Option Agreement dated as of the date
hereof between the Grantee and the Grantor, the Grantee has granted the
Grantor an option to acquire shares of common stock of the Grantee on terms
that are substantially similar to the terms of this Agreement (the
"Doubletree Option");
WHEREAS, as a condition and inducement to their willingness to enter
into the Merger Agreement and the Doubletree Option, the Grantee and Parent
have requested that the Grantor grant to the Grantee an option to purchase
7,898,003 shares of Common Stock, par value $0.01 per share, of the Grantor
(the "Common Stock"), upon the terms and subject to the conditions hereof; and
WHEREAS, in order to induce the Grantee to enter into the Merger
Agreement and grant the Doubletree Option, the Grantor is willing to grant
the Grantee the requested option.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, the parties hereto agree as
follows:
1. THE OPTION; EXERCISE; ADJUSTMENTS; PAYMENT OF SPREAD.
(a) Contemporaneously herewith the Grantee, Parent and the
Grantor are entering into the Merger Agreement. Subject to the other terms
and conditions set forth herein, the Grantor hereby grants to the Grantee an
irrevocable option (the "Option") to purchase up to 7,898,003 (as adjusted as
provided herein) shares of Common Stock (together with the associated
purchase rights issued with respect thereto pursuant to the Rights Agreement
dated as of September 1, 1997 between the Grantor and Harris Trust & Savings
Bank (the "Grantor Rights Plan")) (the "Shares") at a per share cash purchase
price equal to the lower of (i) $50.00 per Share or (ii) the average closing
sales price of the Common Stock on the NASDAQ National Market ("NASDAQ") for
the five consecutive trading days beginning on and including the day that the
Mergers are publicly announced (as adjusted as provided herein) (such lower
price being the "Purchase Price"). The Option may be exercised by the
Grantee, in whole or in part, at any
time, or from time to time, following the occurrence of one of the events set
forth in Section 2(c) hereof and prior to the termination of the Option in
accordance with the terms of this Agreement.
(b) In the event the Grantee wishes to exercise the Option,
the Grantee shall send a written notice to the Grantor (the "Stock Exercise
Notice") specifying a date (subject to the HSR Act (as defined below)) not
later than 10 business days and not earlier than the next business day
following the date such notice is given for the closing of such purchase. In
the event of any change in the number of issued and outstanding shares of
Common Stock by reason of any stock dividend, stock split, split-up,
reclassification, recapitalization, merger or other change in the corporate
or capital structure of the Grantor (including the occurrence of a
Distribution Date under the Grantor Rights Plan), the number of Shares
subject to this Option and the purchase price per Share shall be
appropriately adjusted to restore the Grantee to its rights hereunder,
including its right to purchase Shares representing 19.9% of the capital
stock of the Grantor entitled to vote generally for the election of the
directors of the Grantor which is issued and outstanding immediately prior to
the exercise of the Option at an aggregate purchase price equal to the
Purchase Price multiplied by 7,898,003 . In the event that any additional
shares of Common Stock are issued after the date of this Agreement (other
than pursuant to an event described in the preceding sentence), the number of
Shares subject to this Option shall be increased by 19.9% of the number of
the additional shares of Common Stock so issued (and such additional Shares
shall have a purchase price per share equal to the Purchase Price).
(c) If at any time the Option is then exercisable pursuant to
the terms of Section 1(a) hereof, the Grantee may elect, in lieu of
exercising the Option to purchase Shares provided in Section 1(a) hereof, to
send a written notice to the Grantor (the "Cash Exercise Notice") specifying
a date not later than 20 business days and not earlier than 10 business days
following the date such notice is given on which date the Grantor shall pay
to the Grantee an amount in cash equal to the Spread (as hereinafter defined)
multiplied by all or such portion of the Shares subject to the Option as
Grantee shall specify. As used herein "Spread" shall mean the excess, if
any, over the Purchase Price of the higher of (x) if applicable, the highest
price per share of Common Stock (including any brokerage commissions,
transfer taxes and soliciting dealers' fees) paid by any person in an
Alternative Transaction (as defined in clause (i), (ii) or (iii) of Section
7.3(e) of the Merger Agreement) (the "Alternative Purchase Price") or (y) the
closing sales price of the shares of Common Stock on NASDAQ on the last
trading day immediately prior to the date of the Cash Exercise Notice (the
"Closing Price"). If the Alternative Purchase Price includes any property
other than cash, the Alternative Purchase Price shall be the sum of (i) the
fixed cash amount, if any, included in the Alternative Purchase Price plus
(ii) the fair market value of such other property. If such other property
consists of securities with an existing public trading market, the average of
the closing sales prices (or the average of the closing bid and asked prices
if closing sales prices are unavailable) for such securities in their
principal public trading market on the five trading days ending five days
prior to the date of the Cash Exercise Notice shall be deemed to equal the
fair market value of such property. If such other property consists of
something other than cash or securities with an existing public trading
market and, as of the payment date for the Spread, agreement on the value of
such other property has not been reached, the Alternative Purchase Price
shall be deemed to equal the Closing Price. Upon exercise of the Grantee's
right to receive cash pursuant to this Section 1(c) and the
2
payment of such cash to the Grantee, the obligations of the Grantor to
deliver Shares pursuant to Section 3 shall be terminated with respect to such
number of Shares for which the Grantee shall have elected to be paid the
Spread.
2. CONDITIONS TO DELIVERY OF SHARES. The Grantor's obligation to
deliver Shares upon exercise of the Option is subject only to the conditions
that:
(a) No preliminary or permanent injunction or other order
issued by any federal or state court of competent jurisdiction in the United
States prohibiting the delivery of the Shares shall be in effect; and
(b) Any applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (the "HSR Act") shall have expired or been
terminated and all other consents, approvals, orders, notifications or
authorizations, the failure of which to obtain or make would have the effect
of making the issuance of the Shares illegal (collectively, the "Regulatory
Approvals") shall have been obtained or made; and
(c) (i) a proposal for an Alternative Transaction (as defined
in the Merger Agreement) involving the Grantor shall have been publicly
announced prior to the time the Merger Agreement is terminated pursuant to
the terms thereof (the "Merger Termination Date") and one or more of the
following events shall have occurred on or after the time of the making of
such proposal: (A) the requisite vote of the stockholders of the Grantor in
favor of adoption and approval of the Merger Agreement shall not have been
obtained at the Doubletree Stockholders' Meeting (as defined in the Merger
Agreement) or any adjournment or postponement thereof; (B) the Board of
Directors of the Grantor shall have withdrawn or modified its recommendation
of the Merger Agreement or the Doubletree Merger or failed to confirm its
recommendation of the Merger Agreement or the Doubletree Merger to the
stockholders of the Grantor within ten business days after a written request
by the Grantee to do so; (C) the Board of Directors of the Grantor shall have
recommended to the stockholders of the Grantor an Alternative Transaction (as
defined in the Merger Agreement); (D) a tender offer or exchange offer for
20% or more of the outstanding shares of Grantor Common Stock shall have been
commenced (other than by the Grantee or an affiliate of the Grantee) and the
Board of Directors of the Grantor shall have recommended that the
stockholders of the Grantor tender their shares in such tender or exchange
offer; or (E) for any reason the Grantor shall have failed to call and hold
the Doubletree Stockholders' Meeting (as defined in the Merger Agreement) by
the Outside Date (as defined in the Merger Agreement); provided, however,
that the Option may not be exercised if the Grantee is in material breach of
any of its material representations, warranties, covenants or agreements
contained in this Agreement or in the Merger Agreement; or (ii) the Merger
Agreement shall have been terminated by the Grantor pursuant to Section
7.1(g) of the Merger Agreement.
3. THE CLOSING.
(a) Any closing hereunder shall take place on the date
specified by the Grantee in its Stock Exercise Notice or Cash Exercise
Notice, as the case may be, at 8:00 A.M., local time, at the offices of
Latham & Watkins, 633 West Fifth Street, Suite 4000, Los Angeles,
3
CA 90071, or, if the conditions set forth in Section 2(a) or 2(b) have not
then been satisfied, on the second business day following the satisfaction of
such conditions, or at such other time and place as the parties hereto may
agree (the "Closing Date"). On the Closing Date, (i) in the event of a
closing pursuant to Section 1(b) hereof, the Grantor will deliver to the
Grantee a certificate or certificates, duly endorsed (or accompanied by duly
executed stock powers), representing the Shares in the denominations
designated by the Grantee in its Stock Exercise Notice and the Grantee will
purchase such Shares from the Grantor at the price per Share equal to the
Purchase Price or (ii) in the event of a closing pursuant to Section 1(c)
hereof, the Grantor will deliver to the Grantee cash in an amount determined
pursuant to Section 1(c) hereof. Any payment made by the Grantee to the
Grantor, or by the Grantor to the Grantee, pursuant to this Agreement shall
be made by certified or official bank check or by wire transfer of federal
funds to a bank designated by the party receiving such funds.
(b) The certificates representing the Shares may bear an
appropriate legend relating to the fact that such Shares have not been
registered under the Securities Act of 1933, as amended (the "Securities
Act").
4. REPRESENTATIONS AND WARRANTIES OF THE GRANTOR. The Grantor
represents and warrants to the Grantee that (a) the Grantor is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware and has the requisite corporate power and authority to
enter into and perform this Agreement; (b) the execution and delivery of this
Agreement by the Grantor and the consummation by it of the transactions
contemplated hereby have been duly authorized by the Board of Directors of
the Grantor and this Agreement has been duly executed and delivered by a duly
authorized officer of the Grantor and constitutes a valid and binding
obligation of the Grantor, enforceable in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability relating to or affecting creditors'
rights and to general equity principles; (c) the Grantor has taken all
necessary corporate action to authorize and reserve the Shares issuable upon
exercise of the Option and the Shares, when issued and delivered by the
Grantor upon exercise of the Option, will be duly authorized, validly issued,
fully paid and non-assessable and free of preemptive rights; (d) except as
otherwise required by the HSR Act and other than any filings required under
the blue sky laws of any states or by NASDAQ, the execution and delivery of
this Agreement by the Grantor and the issuance of Shares upon exercise of the
Option do not require the consent, waiver, approval or authorization of or
any filing with any person or public authority and will not violate, result
in a breach of or the acceleration of any obligation under, or constitute a
default under, any provision of any charter or by-law, indenture, mortgage,
lien, lease, agreement, contract, instrument, order, law, rule, regulation,
judgment, ordinance, or decree, or restriction by which the Grantor or any of
its subsidiaries or any of their respective properties or assets is bound;
(e) no "fair price", "moratorium", "control share acquisition" or other form
of antitakeover statute or regulation (including, without limitation, the
restrictions on "business combinations" set forth in Section 203 of the
Delaware General Corporation Law) is or shall be applicable to the
acquisition of Shares pursuant to this Agreement (and the Board of Directors
of Grantor has taken all action to approve the acquisition of the Shares to
the extent necessary to avoid such application) and (f) the Grantor has
taken all corporate action necessary so that the grant and any
4
subsequent exercise of the Option by the Grantee will not result in the
separation or exercisability of rights under the Grantor Rights Plan..
5. REPRESENTATIONS AND WARRANTIES OF THE GRANTEE. The Grantee
represents and warrants to the Grantor that (a) the execution and delivery of
this Agreement by the Grantee and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary corporate
action on the part of the Grantee and this Agreement has been duly executed
and delivered by a duly authorized officer of the Grantee and will constitute
a valid and binding obligation of Grantee; and (b) the Grantee is acquiring
the Option after the Grantee has been afforded the opportunity to obtain, and
has obtained, sufficient information regarding the Grantor to make an
informed investment decision with respect to the Grantee's purchase of the
Shares issuable upon exercise thereof, and, if and when the Grantee exercises
the Option, it will be acquiring the Shares issuable upon the exercise
thereof for its own account and not with a view to distribution or resale in
any manner which would be in violation of the Securities Act.
6. QUOTATION OF SHARES; HSR ACT FILINGS; REGULATORY APPROVALS.
Subject to applicable law and the rules and regulations of NASDAQ, the
Grantor will promptly file an application to have the Shares quoted on NASDAQ
and will use its best efforts to obtain approval of such quotation and to
file all necessary filings by the Grantor under the HSR Act; provided,
however, that if the Grantor is unable to effect such quotation on NASDAQ by
the Closing Date, the Grantor will nevertheless be obligated to deliver the
Shares upon the Closing Date. Each of the parties hereto will use its best
efforts to obtain consents of all third parties and all Regulatory Approvals,
if any, necessary to the consummation of the transactions contemplated.
7. REPURCHASE OF SHARES; SALE OF SHARES. If a Change in Control
Event has not occurred prior to the first anniversary date of the Merger
Termination Date, then beginning on such anniversary date, the Grantor shall
have the right to purchase (the "Repurchase Right") all, but not less than
all, of the Shares then beneficially owned by the Grantee or any of its
affiliates at a price per share equal to the greater of (i) the Purchase
Price, or (ii) the average of the closing sales prices for shares of Common
Stock on the twenty trading days ending five days prior to the date the
Grantor gives written notice of its intention to exercise the Repurchase
Right. If the Grantor does not exercise the Repurchase Right within thirty
days following the first anniversary of the Merger Termination Date, the
Repurchase Right terminates. In the event the Grantor wishes to exercise the
Repurchase Right, the Grantor shall send a written notice to the Grantee
specifying a date (not later than 10 business days and not earlier than the
next business day following the date such notice is given) for the closing of
such purchase. For purposes of the Agreement, a "Change in Control Event"
shall be deemed to have occurred if (i) any person or group has a acquired
beneficial ownership of more than fifty percent (excluding the Shares) of the
outstanding shares of Common Stock or (ii) the Grantor shall have entered
into an agreement, including without limitation an agreement in principle,
providing for (x) a merger or other business combination involving the
Grantor in which the Grantor's stockholders do not own a majority of the
outstanding capital stock of the entity surviving such merger or business
combination immediately following such transaction or (y) the acquisition of
20% or more of the assets of the Grantor and its subsidiaries, taken as a
whole.
5
8. REGISTRATION RIGHTS.
(a) In the event that the Grantee shall desire to sell any of
the Shares within two years after the purchase of such Shares pursuant
hereto, and such sale requires, in the opinion of counsel to the Grantee,
which opinion shall be reasonably satisfactory to the Grantor and its
counsel, registration of such Shares under the Securities Act, the Grantor
will cooperate with the Grantee and any underwriters in registering such
Shares for resale, including, without limitation, promptly filing a
registration statement which complies with the requirements of applicable
federal and state securities laws, entering into an underwriting agreement
with such underwriters upon such terms and conditions as are customarily
contained in underwriting agreements with respect to secondary distributions;
provided that the Grantor shall not be required to have declared effective
more than two registration statements hereunder and shall be entitled to
delay the filing or effectiveness of any registration statement for up to 120
days if the offering would, in the judgment of the Board of Directors of the
Grantor, require premature disclosure of any material corporate development
or otherwise interfere with or adversely affect any pending or proposed
offering of securities of the Grantor or any other material transaction
involving the Grantor.
(b) If the Common Stock is registered pursuant to the
provisions of this Section 8, the Grantor agrees (i) to furnish copies of the
registration statement and the prospectus relating to the Shares covered
thereby in such numbers as the Grantee may from time to time reasonably
request and (ii) if any event shall occur as a result of which it becomes
necessary to amend or supplement any registration statement or prospectus, to
prepare and file under the applicable securities laws such amendments and
supplements as may be necessary to keep effective for at least 90 days a
prospectus covering the Common Stock meeting the requirements of such
securities laws, and to furnish the Grantee such numbers of copies of the
registration statement and prospectus as amended or supplemented as may
reasonably be requested. The Grantor shall bear the cost of the
registration, including, but not limited to, all registration and filing
fees, printing expenses, and fees and disbursements of counsel and
accountants for the Grantor, except that the Grantee shall pay the fees and
disbursements of its counsel, the underwriting fees and selling commissions
applicable to the shares of Common Stock sold by the Grantee. The Grantor
shall indemnify and hold harmless Grantee, its affiliates and its officers,
directors and controlling persons from and against any and all losses,
claims, damages, liabilities and expenses arising out of or based upon any
statements contained or incorporated by reference in, and omissions or
alleged omissions from, each registration statement filed pursuant to this
paragraph; provided, however, that this provision does not apply to any loss,
liability, claim, damage or expense to the extent it arises out of any untrue
statement or omission made in reliance upon and in conformity with written
information furnished to the Grantor by the Grantee, its affiliates and its
officers expressly for use in any registration statement (or any amendment
thereto) or any preliminary prospectus filed pursuant to this paragraph. The
Grantor shall also indemnify and hold harmless each underwriter and each
person who controls any underwriter within the meaning of either the
Securities Act or the Securities Exchange Act of 1934, as amended, against
any and all losses, claims, damages, liabilities and expenses arising out of
or based upon any statements contained or incorporated by reference in, and
omissions or alleged omissions from, each registration statement filed
pursuant
6
to this paragraph; provided, however, that this provision does not apply to
any loss, liability, claim, damage or expense to the extent it arises out of
any untrue statement or omission made in reliance upon and in conformity with
written information furnished to the Grantor by the underwriters expressly
for use in any registration statement (or any amendment thereto) or any
preliminary prospectus filed pursuant to this paragraph.
9. PROFIT LIMITATION.
(a) Notwithstanding any other provision of this Agreement, in
no event shall the Grantee's Total Profit (as hereinafter defined) exceed $65
million and, if it does exceed such amount, the Grantee, at its sole
election, shall, within five business days, either (a) deliver to the Grantor
for cancellation Shares (valued, for the purposes of this Section 9(a), at
the average closing sales price of the Common Stock on NASDAQ for the twenty
consecutive trading days preceding the day on which the Grantee's Total
Profit exceeds $65 million) previously purchased by the Grantee, (b) pay cash
or other consideration to the Grantor or (c) undertake any combination
thereof, so that the Grantee's Total Profit shall not exceed $65 million
after taking into account the foregoing actions.
(b) As used herein, the term "Total Profit" shall mean the
aggregate amount (before taxes) of the following: (i) the amount of cash
received by the Grantee pursuant to Section 7.3(b) of the Merger Agreement
and Section 1(c) hereof, (ii)(x) the net cash amount received by the Grantee
pursuant to the Grantor's repurchase of Shares pursuant to Section 7 hereof,
less (y) the Grantee's purchase price for such Shares, and (iii)(x) the
amount received by the Grantee pursuant to the sale of Shares (or any other
securities into which such Shares are converted or exchanged), less (y) the
Grantee's purchase price for such Shares.
10. EXPENSES. Each party hereto shall pay its own expenses
incurred in connection with this Agreement, except as otherwise specifically
provided herein.
11. SPECIFIC PERFORMANCE. The Grantor acknowledges that if the
Grantor fails to perform any of its obligations under this Agreement
immediate and irreparable harm or injury would be caused to the Grantee for
which money damages would not be an adequate remedy. In such event, the
Grantor agrees that the Grantee shall have the right, in addition to any
other rights it may have, to specific performance of this Agreement.
Accordingly, if the Grantee should institute an action or proceeding seeking
specific enforcement of the provisions hereof, the Grantor hereby waives the
claim or defense that the Grantee has an adequate remedy at law and hereby
agrees not to assert in any such action or proceeding the claim or defense
that such a remedy at law exists. The Grantor further agrees to waive any
requirements for the securing or posting of any bond in connection with
obtaining any such equitable relief.
12. NOTICE. All notices, requests, demands and other
communications hereunder shall be deemed to have been duly given and made if
in writing and if served by personal delivery upon the party for whom it is
intended or delivered by registered or certified mail, return receipt
requested, or if sent by facsimile transmission, upon receipt of oral
confirmation that such transmission has been received, to the person at the
address set forth
7
below, or such other address as may be designated in writing hereafter, in
the same manner, by such person:
If to the Grantee:
Promus Hotel Corporation
755 Crossover Lane
Memphis, TN 38117
Attn: Raymond E. Schultz
Telecopy: (901) 374-5636
With a copy to:
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071-2007
Attn: John M. Newell, Esq.
Telecopy: (213) 891-8763
If to the Grantor:
Doubletree Corporation
North 44th Street, Suite 700
Phoenix, AZ 85008
Attn: Richard M. Kelleher
Telecopy: (602) 220-6753
With a copy to:
Dewey Ballantine
1301 Avenue of the Americas
New York, NY 10019-6092
Attn: William J. Phillips, Esq.
Telecopy: (212) 295-6333
13. PARTIES IN INTEREST. This Agreement shall inure to the benefit
of and be binding upon the parties named herein and their respective
permitted successors and assigns; provided, however, that such successor in
interest or assigns shall agree to be bound by the provisions of this
Agreement. Except as set forth in Section 8, nothing in this Agreement,
express or implied, is intended to confer upon any person other than the
Grantor or the Grantee, or their successors or assigns, any rights or
remedies under or by reason of this Agreement.
14. ENTIRE AGREEMENT; AMENDMENTS. This Agreement, together with
the Merger Agreement and the other documents referred to therein, contains
the entire agreement between the parties hereto with respect to the subject
matter hereof and supersedes all prior and contemporaneous agreements and
understandings, oral or written, with respect to such transactions. This
Agreement may not be changed, amended or modified orally, but may be changed
only by an agreement in writing signed by the party against whom any waiver,
change, amendment, modification or discharge may be sought.
8
15. ASSIGNMENT. No party to this Agreement may assign any of its
rights or obligations under this Agreement without the prior written consent
of the other party hereto, except that the Grantee may assign its rights and
obligations hereunder to any of its direct or indirect wholly owned
subsidiaries, but no such transfer shall relieve the Grantee of its
obligations hereunder if such transferee does not perform such obligations.
Any assignment made in violation of this Section 15 shall be void.
16. HEADINGS. The section headings herein are for convenience only
and shall not affect the construction of this Agreement.
17. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all of which together shall constitute one and the same document.
18. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware (regardless of
the laws that might otherwise govern under applicable Delaware principles of
conflicts of law).
19. TERMINATION. The right to exercise the Option granted pursuant
to this Agreement shall terminate at the earlier of (i) the Effective Time
(as defined in the Merger Agreement), (ii) the date on which the Grantee
realizes a Total Profit of $65 million, (iii) the date on which the Merger
Agreement is terminated; provided that the Option is not exercisable at such
time and does not become exercisable simultaneous with such termination and
(iv) 90 days after the date the Option becomes exercisable (the date referred
to in clause (iv) being hereinafter referred to as the "Option Termination
Date"); provided that, if the Option cannot be exercised or the Shares cannot
be delivered to the Grantee upon such exercise because the conditions set
forth in Section 2(a) or Section 2(b) hereof have not yet been satisfied, the
Option Termination Date shall be extended until thirty days after such
impediment to exercise has been removed.
All representations and warranties contained in this Agreement shall
survive delivery of and payment for the Shares.
20. SEVERABILITY. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
21. PUBLIC ANNOUNCEMENT. The Grantee will consult with the Grantor
and the Grantor will consult with the Grantee before issuing any press
release with respect to the initial announcement of this Agreement, the
Option or the transactions contemplated hereby and neither party shall issue
any such press release prior to such consultation except as may be required
by law.
9
Signature Page for Stock Option Agreement (Promus)
IN WITNESS WHEREOF, the Grantee and the Grantor have caused this
Agreement to be signed by their respective duly authorized officers as of the
date first written above.
DOUBLETREE CORPORATION
/S/ Richard M. Kelleher
------------------------------------------
By: Richard M. Kelleher
Its: President and Chief Executive Officer
PROMUS HOTEL CORPORATION
/S/ Raymond E. Schultz
------------------------------------------
By: Raymond E. Schultz
Its: President and Chief Executive Officer
S-1